Exhibit 10.14


 


EXECUTION COPY


 


WALLACE NOTE AGREEMENT


 


This
WALLACE NOTE AGREEMENT (this “Agreement”) is made as of May 14, 2004, by
and between DONALD W. WALLACE (“Wallace”) and LAZY DAYS’ R.V. CENTER,
INC., a Florida corporation (“Lazy Days”). 
Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Stock Purchase Agreement (as defined below).


 


WHEREAS,
Lazy Days, LD Holdings, Inc., a Delaware corporation and the parent company of
Lazy Days (“LDH”), RV Acquisition Inc., a Delaware corporation (“Holdings”),
Wallace, and the other stockholders of LDH are parties to that certain Stock
Purchase Agreement dated as of April 27, 2004 (the “Stock Purchase Agreement”),
pursuant to which Holdings has agreed to purchase substantially all of the
capital stock of LDH (other than the Note Shares (as hereinafter defined)
transferred hereunder, the Sellers Contributed Shares and the Wallace
Contributed Shares) (the “Acquisition”);


 


WHEREAS,
concurrently with the Acquisition, Lazy Days is issuing its 11 3/4% senior
notes due in 2012 in the aggregate principal amount of $152,000,000 pursuant to
an indenture between Lazy Days and The Bank of New York, as trustee (the
“Notes”);


 


WHEREAS,
pursuant to the terms and conditions of this Agreement, Wallace desires to
transfer certain of his shares of LDH to Lazy Days, in exchange for Notes in
the aggregate principal amount of $7,090,000; and


 


WHEREAS,
the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby are conditions precedent to the purchase by
Holdings pursuant to the Stock Purchase Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the mutual promises herein
made, and in consideration of the representations, warranties, and covenants
herein contained, the parties hereto agree as follows.


 


1.                                      Exchange.


 


(a)                                  Wallace agrees to transfer and deliver to
Lazy Days certificates representing 57,556.8599 shares of Class A Common Stock
of LDH with a value of $7,000,311.15 in accordance with the Agreement Among
Sellers (the “Note Shares”), endorsed in blank or accompanied by duly executed
assignment documents, and in exchange therefore, Lazy Days agrees to cause to
be issued on its behalf to Wallace, Notes in the aggregate principal amount of
$7,090,000 (the “Wallace Notes”).


 


(b)                                 The transaction set forth in subsection (a)
of this Section 1 shall occur immediately prior to the Closing under the Stock
Purchase Agreement and simultaneously with the issuance of the other Notes.


 
















 


(c)                                  The parties hereto acknowledge and agree that
Wallace shall not have the right to exchange the Wallace Notes for registered,
publicly tradeable notes or any other notes, bonds or other evidences of
indebtedness that are readily tradeable on an established securities market for
a period of thirteen (13) months after the date on which the Wallace Notes are
issued to Wallace.


 


2.                                      Representations and
Warranties.


 


(a)                                  Representations and Warranties of Lazy Days.  Lazy
Days represents and warrants to Wallace that its statements contained in this
Section 2(a) are true and correct as of the date of this Agreement.


 


(i)                                     Organization of Lazy Days.  Lazy
Days is duly organized, validly existing, and in good standing under the laws
of the State of Florida.


 


(ii)                                  Authorization of Transaction and Notes.  Lazy
Days has full corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder.  Lazy Days has authorized the issuance of the Wallace
Notes to Wallace pursuant to Section 1. 
This Agreement constitutes a valid and binding obligation of Lazy Days,
enforceable in accordance with its terms and conditions.  Lazy Days, to the best of its knowledge, need
not give any notice to, make any filing with, or obtain any authorization, consent,
or approval of any government or governmental agency in order to consummate the
transactions contemplated by this Agreement, except for certain filings related
to the issuance of the Notes pursuant to Section 1 necessary to comply with the
Act (as defined below) and applicable state securities laws.


 


(iii)                               Noncontravention. 
Neither the execution and the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, will violate any
constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any government, governmental agency, or
court to which Lazy Days is subject or any provision of its charter or bylaws.


 


(b)                                 Representations and Warranties of Wallace. 
Wallace represents and warrants to Lazy Days that the statements
contained in this Section 2(b) are true and correct as of the date of this
Agreement.


 


(i)                                     Authorization of Transaction.  This
Agreement constitutes the valid and legally binding obligation of Wallace,
enforceable in accordance with its terms and conditions. Wallace, to his best
knowledge, need not give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental agency in
order to consummate the transactions contemplated by this Agreement.


 


(ii)                                  Noncontravention. 
Neither the execution and the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, will violate any
constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any government, governmental agency, or
court to which Wallace is subject.


 


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(iii)                               Brokers’ Fees. 
Wallace has no liability or obligation to pay any fees or commissions to
any broker, finder, or agent with respect to the transactions contemplated by
this Agreement for which Lazy Days could become liable or obligated.


 


(iv)                              Investment.  Wallace is acquiring the
Wallace Notes for his own account and is not acquiring the Wallace Notes with a
view to, or for sale in connection with, any distribution thereof within the
meaning of the Securities Act of 1933 as amended (the “Act”).  Wallace is an “accredited investor” as
defined under rule 501 promulgated under the Act.


 


(v)                                 Sophistication of Wallace. 
Wallace is sophisticated in financial matters, is able to evaluate the
risks and benefits of the investment in the Wallace Notes, and has determined
that such investment in the Wallace Notes is suitable for him, based upon his
financial situation and needs, as well as his other securities holdings.


 


(vi)                              Economic Risk. 
Wallace is able to bear the economic risk of his investment in the
Wallace Notes for an indefinite period of time and Wallace understands that the
Wallace Notes have not been registered under the Act, and cannot be sold unless
subsequently registered under the Act or unless an exemption from such
registration is available.


 


(vii)                           Information.  Wallace has had an opportunity
to ask questions and receive answers concerning the terms and conditions of the
offering of the Wallace Notes and has had full access to such other information
concerning Lazy Days as Wallace has requested. 
Wallace has reviewed, or has had an opportunity to review, the
Certificate of Incorporation of Lazy Days.


 


3.                                      Post-Closing Covenants.  Each
party to this Agreement will take such further action (including the execution
and delivery of such further instruments and documents) as is reasonably
necessary to carry out the purpose of this Agreement as any other party hereto
may reasonably request, all at the sole cost and expense of such requesting
party.


 


4.                                      Miscellaneous.


 


(a)                                  Press Releases and Public Announcements.  No
party hereto shall issue any press release or make any public announcement
relating to the subject matter of this Agreement without the prior written
approval of Lazy Days and BRS; provided, that any party hereto may make any
public disclosure it believes in good faith is required by applicable law (in
which case the disclosing party will use its reasonable best efforts to advise
the other parties hereto prior to making the disclosure).


 


(b)                                 Succession and Assignment.  This
Agreement shall be binding upon and inure to the benefit of the parties named herein
and their respective successors and permitted assigns. No party hereto may
assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of Lazy Days, Wallace and BRS.


 


(c)                                  Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together will constitute one and the same
instrument.


 


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(d)                                 Headings.  The section headings contained
in this Agreement are inserted for convenience only and shall not affect in any
way the meaning or interpretation of this Agreement.


 


(e)                                  Governing Law. All questions concerning the construction,
validity, and interpretation of this Agreement shall be governed by and
construed in accordance with the domestic laws of the State of New York without
giving effect to any choice or conflict of law provision or rule (whether of
the State of New York or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of New York.


 


(f)                                    Amendments and Waivers.  This
Agreement may be amended, or any provision of this Agreement may be waived upon
a written approval, executed by the parties hereto.  No course of dealing between or among the
parties hereto shall be deemed effective to modify, amend, or discharge any
part of this Agreement or any rights or obligations of any such party or such
holder under or by reason of this Agreement.


 


(g)                                 Severability. Any term or provision of this Agreement
that is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.


 


(h)                                 Construction.  The
parties hereto have participated jointly in the negotiation and drafting of
this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties hereto, and no presumption or burden of proof shall arise
favoring or disfavoring any party hereto by virtue of the authorship of any of
the provisions of this Agreement.


 


(i)                                     WAIVER OF JURY TRIAL.  EACH
OF THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTON
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, OR REMEDY UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS
HEREUNDER OR IN CONNECTION WITH ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR
AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION
HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION
WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT, AND
AGREE THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.  THE TERMS AND PROVISIONS OF THIS
SECTION 4.1(i) CONSTITUTE A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO
THIS AGREEMENT.


 


(j)                                     SUBMISSION TO JURISDICTION.  EACH
OF THE PARTIES SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL
COURT SITTING IN CHICAGO, ILLINOIS, IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT, AGREES THAT ALL CLAIMS IN RESPECT OF THE ACTION
OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND AGREES NOT TO
BRING ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN
ANY OTHER COURT.


 


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EACH OF THE PARTIES WAIVES
ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR
PROCEEDING SO BROUGHT AND WAIVES ANY BOND, SURETY OR OTHER SECURITY THAT MIGHT
BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO. EACH PARTY AGREES THAT
SERVICE OF SUMMONS AND COMPLAINT OR ANY OTHER PROCESS THAT MIGHT BE SERVED IN
ANY ACTION OR PROCEEDING MAY BE MADE ON SUCH PARTY BY SENDING OR DELIVERING A
COPY OF THE PROCESS TO THE PARTY TO BE SERVED AT THE ADDRESS OF THE PARTY AND
IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 13  OF THE STOCK PURCHASE AGREEMENT. NOTHING
IN THIS SECTION 4.1(j), HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE
LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY
ACTION OR PROCEEDING SO BROUGHT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT
ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.


 


	
   

  	
   

  	
  LAZY DAYS’ R.V. CENTER,
  INC.

  
	
   

  	
   

  	
  a Florida corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Charles Thibault

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Charles Thibault

  
	
   

  	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Donald W. Wallace

  	
   

  
	
   

  	
   

  	
  Donald W. Wallace

  



 


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